0001193125-05-025754 Sample Contracts

CONSENT TO PAYMENT OF ADVISORY FEE
Jorgensen Earle M Co /De/ • February 11th, 2005 • Wholesale-metals service centers & offices • New York

This CONSENT TO PAYMENT OF ADVISORY FEE (this “Consent”) is dated as of December 20, 2004 and is by and among EARLE M. JORGENSEN HOLDING COMPANY, INC., a Delaware corporation (“Holding”), EARLE M. JORGENSEN COMPANY, a Delaware corporation (“Borrower”) the financial institutions party to the Credit Agreement (each a “Lender” and, collectively, “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Agent for the Lenders (in such capacity, “Agent”).

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • February 11th, 2005 • Jorgensen Earle M Co /De/ • Wholesale-metals service centers & offices • New York

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Amendment”) is made as of January 28, 2005, by and among Earle M. Jorgensen Holding Company, Inc., a Delaware corporation (“Holding”), Earle M. Jorgensen Company, a Delaware corporation (the “Company”), and EMJ Metals LLC, a Delaware limited liability company (“EMJ Metals LLC”).

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